Octavian International Limited Bury House
ABN
59
056 210 774
Xxxx
00,
000-000 Xxxxxxxx Xxxx,
NORTH
RYDE NSW 2113 Australia
Ph:
+ 00
0 0000 0000
Fax:
+ 00
0 0000 0000
xxx.xxxxxxxxxx.xxx
8
February, 2008
Octavian
International Limited
Bury
House
0-0
Xxxx
Xxxxxx
Guildford
SURREY GU2
4AW UNITED
KINGDOM
Attention
: Xxxxxx Xxxxxxxxxxxxxx/Xxxx Xxxxxxx
Dear
Sirs,
Deed
of Agreement dated 16 January, 2008
We
refer
to the above agreement ("Agreement")
and
advise that:
1
|
eBet
has not received Xxxxxxxx's monthly profit and loss account, balance
sheet
and cashflows for the month of December, 2007 as required by clause
7.1(a);
|
2
|
eBet
has not received written confirmation from Xxxxxxxx that all outstanding
contracts entered into by Octavian personnel in the name of Octavian
Global Technologies Limited (ACN 000 000 000), have been terminated
or
novated as required by clause 7.3;
|
3
|
eBet
has not been notified of the appointment of an independent valuer
to value
the Intellectual Property Rights comprised in the Charged Property,
as
required by clause 7.4;
|
4
|
eBet
has not received confirmation from Octavian or the Software Escrow
Agent
that all Intellectual Property Rights deposited with the Software
Escrow
Agent in or about October, 2007 have been brought up to date as required
by clause 7.5. In particular, we note
that:
|
(a)
|
3-4
Dream Games have now been approved by GLI for use in
Europe;
|
(b)
|
the
Maverick is currently with GLI in Adelaide for approval - expected
at the
end of February;
|
(c)
|
the
Maverick has 1 Game as part of the above
approval;
|
(d)
|
there
is a new Rebel board as part of the above Maverick approval;
and
|
(e)
|
MyACP
has obtained GLI 13 certification for use in
Europe;
|
1
5
|
eBet
has not received full and reasonable information in relation to the
218
Mavericks owned by eBet (which Xxxxxxxx has placed into the Latin
America
market) as required by clause 7.6;
|
6
|
eBet
has not received a price list for products in respect of its appointment
as Xxxxxxxx's distributor under clause
7.7(a);
|
7
|
Xxxxxxxx
has not responded to xXxx's draft distribution contract referred
to in
clause 7.7(b);
|
8
|
eBet
has not been notified by Xxxxxxxx as to when Xxxxxxxx's approval
as
Logismos' distributor comes into effect;
and
|
9
|
eBet
has not received from Octavian a Project Status Report as required
by
clause 7.8.
|
The
Agreement is a Transaction Document, and we hereby advise that Xxxxxxxx is
in
breach of clause 5.1(a) of the Charge, in that it has failed to perform its
obligations under a Transaction Document.
We
hereby
give you notice under clause 7.1(b) of the Charge that you are in breach of
obligations under the Charge as specified above, and require rectification
of
all those breaches within 5 Business Days after the date of this notice, in
accordance with clause 7.1(b).
Failure
to comply with this notice will result in the occurrence of an Event of Default
for the purposes of the Charge, and the commencement of a Standstill
Period.
We
also
advise that under clause 4.1(e), payment of the Reconciliation Amount
(US$173,722.53) and refinancing costs (A$158,641.59) are due no later than
30
days after 16 January, 2008 (ie. 15 February 2008), whether or not Xxxxxxxx
obtains financial accommodation of US$5m as referred to in clause
3.1(b).
Terms
and
expressions defined in the Agreement have the same meaning where used in this
letter. References to clause numbers are to clause numbers in the Agreement,
unless the context requires otherwise.
In
closing we believe that eBet has been very accommodating and cooperative towards
Xxxxxxxx's obligations and our rights under and in connection with the Loan
Agreement, Deed of Charge, Side Letter and Deed of Agreement, and in assisting
Xxxxxxxx to complete the transaction with PacificNet. eBet therefore expects
in
return that Xxxxxxxx diligently manages its obligations as a sign of good faith
and reciprocity.
Yours
faithfully,
EBET
LIMITED
XXXX
XXXXXX
CEO
&
Managing Director
2